EXHIBIT 10.4

SECURITIES PURCHASEAGREEMENT 

        SECURITIESPURCHASE AGREEMENT (this “Agreement”) dated and accepted as of the dateset forth on the signature page hereof, by and among Toreador Resources Corporation, aDelaware corporation (the “Company”), and Karen Anderson (the“Purchaser”). 

        TheCompany wishes to sell to the Purchaser, and the Purchaser wishes to buy, on the terms andsubject to the conditions set forth in this Agreement, shares (the “PreferredShares”) of the Company’s Series A-1 Convertible Preferred Stock, parvalue $1.00 per share (the “Preferred Stock”). The Preferred Shares areconvertible pursuant to the terms of a Certificate of Designation relating to thePreferred Stock, the form of which is attached hereto as Exhibit A (the“Certificate of Designation”) into shares (the “ConversionShares”) of the Company’s Common Stock, par value $0.15625 per share (the“Common Stock”). Dividends on the Preferred Shares are payable, subjectto the terms and conditions of the Certificate of Designation, in cash. The PreferredShares and the Conversion Shares are collectively referred to herein as the“Securities”. 
        Thesale of the Preferred Shares by the Company to the Purchaser will be effected in relianceupon the exemption from securities registration afforded by the provisions of Regulation D(“Regulation D”), as promulgated by the Securities and ExchangeCommission (the “Commission”) under the Securities Act of 1933, asamended (the “Securities Act”). 

        TheCompany and the Purchaser hereby agree as follows: 

1.    *PURCHASE AND SALE OFPREFERRED SHARES. 
        1.1    Agreementto Purchase and Sell. Upon the terms set forth herein, the Company agrees to sell andthe Purchaser agrees to purchase 20,000 Preferred Shares at a purchase price equal toTwenty-Five Dollars ($25.00) per Preferred Share (cumulatively, the “PurchasePrice”). The Purchaser shall pay the Purchase Price at the closing (the “Closing”)by check or wire transfer of immediately available funds pursuant to wire transferinstructions provided by the Company.  

        1.2    CertainDefinitions. When used herein, (A) “business day” shall mean any dayon which the New York Stock Exchange and commercial banks in the city of New York areopen for business, (B) an “affiliate” of a party shall mean any personor entity controlling, controlled by or under common control with that party and (C)“control” shall mean, with respect to an entity, the ability to directthe business, operations or management of such entity, whether through an equity interesttherein or otherwise.  

2.              *REPRESENTATIONS AND WARRANTIES OF THE PURCHASER*. 

        ThePurchaser hereby makes the following representations and warranties to the Company andagrees with the Company that, as of the date of this Agreement: 

        2.1    Authorization; Enforceability. This Agreement and the Registration RightsAgreement have been duly and validly executed and delivered by the Purchaser. ThisAgreement constitutes the Purchaser’s valid and legally binding obligation,enforceable in accordance with its terms.  

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        2.2    Accredited Investor; Investment Intent. The Purchaser is an accredited investor asthat term is defined in Rule 501(a) of Regulation D, and is acquiring the PreferredShares solely for Purchaser’s own account for investment purposes as a principal andnot with a present view to the public resale or distribution of all or any part thereof,except pursuant to sales that are exempt from the registration requirements of theSecurities Act and/or sales registered under the Securities Act; provided, however,that in making such representation, the Purchaser does not agree to hold the Securitiesfor any minimum or specific term and reserves the right to sell, transfer or otherwisedispose of the Securities at any time in accordance with the provisions of this Agreementand with Federal and state securities laws applicable to such sale, transfer ordisposition.  

        2.3    Information.  The Company has provided the Purchaser with information regarding the business,operations and financial condition of the Company, and has granted to the Purchaser theopportunity to ask questions of and receive answers from representatives of the Company,its officers, directors, employees and agents concerning the Company and materialsrelating to the terms and conditions of the purchase and sale of the Preferred Shareshereunder. The Purchaser understands that the investment in the Preferred Shares involvesa high degree of risk. The Purchaser has sought such accounting, legal and tax advice asthe Purchaser has deemed necessary to make an informed investment decision with respectto the acquisition of the Preferred Shares.  

        2.4    Limitationson Disposition. The Purchaser acknowledges that, except as provided in theRegistration Rights Agreement, the Securities have not been and are not being registeredunder the Securities Act and may not be transferred or resold without registration underthe Securities Act or unless pursuant to an exemption therefrom.  

        2.5    Legend. The Purchaser understands that the certificates representing theSecurities will bear at issuance a restrictive legend in substantially the followingform:  
 “Thesecurities represented by this certificate have not been registered under the SecuritiesAct of 1933, as amended (the “Securities Act”), or the securities laws of anystate, and may not be offered or sold unless a registration statement under the SecuritiesAct and applicable state securities laws shall have become effective with regard thereto,or an exemption from registration under the Securities Act and applicable state securitieslaws is available in connection with such offer or sale. Such securities are issuedsubject to the provisions of (i) the Certificate of Designation relating to the Series A-1Convertible Preferred Stock of Toreador Resources Corporation (the “Company”),(ii) a Securities Purchase Agreement by and among the Company and the Purchaser signatorythereto (the “Purchaser”) and (iii) a Registration Rights Agreement by and amongthe Company and the Purchaser.”*